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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-20 · 111 added, 178 removed, 397 unchanged (42% of the section changed)

15 unchanged sentences

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s or Lamar Media’s internal control over financial reporting identified in connection with the evaluation of the Company’s and Lamar Media’s internal controls performed during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s or Lamar Media’s internal control over financial reporting.

There were no changes in the Company’s or Lamar Media’s internal control over financial reporting identified in connection with the evaluation of the Company’s and Lamar Media’s internal controls performed during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s or Lamar Media’s internal control over financial reporting.

OTHER INFORMATION

3 unchanged sentences

Lamar Advertising Company

Not applicable.

Lamar Media Corp.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

2 unchanged sentences

The code of ethics is filed as an exhibit that is incorporated by reference into this Annual Report.

In addition, if we make any substantive amendments to the code of ethics or grant any wavier, including any implicit wavier, from a provision of the code to any of our executive officers or directors, we will disclose the nature of such amendment or waiver in a report on Form 8-K.

In addition, if we make any substantive amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to any of our executive officers or directors, we will disclose the nature of such amendment or waiver in a report on Form 8-K.

EXECUTIVE COMPENSATION

19 unchanged sentences

0-30242) filed on September 2, 2014 and incorporated herein by reference.

3(a) Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of the State of Delaware effective as of November 18, 2014.

3(a) Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of Delaware effective as of November 18, 2014.

Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

21 unchanged sentences

1-36756) filed on February 20, 2020 and incorporated herein by reference.

4(b)(1) Indenture, dated as of October 30, 2012, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 5% Senior Subordinated Notes due 2023.

Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

0-30242) filed on October 31, 2012 and incorporated herein by reference.

4(b)(2) Form of 5% Senior Subordinated Notes due 2023.

Previously filed with the Indenture dated October 30, 2012, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

0-30242) filed on October 31, 2012, and incorporated herein by reference.

4(b)(3) Form of 5% Senior Subordinated Exchange Notes due 2023.

Previously filed with the Indenture dated October 30, 2012, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

0-30242) filed on October 31, 2012, and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(b)(4) Supplemental Indenture to the Indenture dated as of October 30, 2012, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of December 30, 2012, relating to Lamar Media’s 5% Senior Subordinated Notes due 2023.

Previously filed as Exhibit 4(h)(4) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No.

0-30242) filed on February 28, 2013 and incorporated herein by reference.

4(b)(5) Supplemental Indenture to the Indenture dated as of October 30, 2012, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of December 30, 2012, relating to Lamar Media’s 5% Senior Subordinated Notes due 2023.

Previously filed as Exhibit 4(h)(5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No.

0-30242) filed on February 28, 2013 and incorporated herein by reference.

4(b)(6) Supplemental Indenture to the Indenture dated as of October 30, 2012, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of December 30, 2012, relating to Lamar Media’s 5% Senior Subordinated Notes due 2023.

Previously filed as Exhibit 4(h)(6) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No.

0-30242) filed on February 28, 2013 and incorporated herein by reference.

4(b)(7) Supplemental Indenture to the Indenture dated as of October 30, 2012, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of May 31, 2013, relating to Lamar Media’s 5% Senior Subordinated Notes due 2023.

Previously filed as Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2013 (File No.

0-30242) filed on August 8, 2013 and incorporated herein by reference.

4(b)(8) Supplemental Indenture to the Indenture dated as of October 30, 2012, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of January 2, 2014, relating to Lamar Media’s 5% Senior Subordinated Notes due 2023.

Previously filed as Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2014 (File No.

0-30242) filed on May 7, 2014 and incorporated herein by reference.

4(b)(9) Supplemental Indenture to the Indenture dated as of October 30, 2012, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of July 28, 2015, relating to Lamar Media’s 5% Senior Subordinated Notes due 2023.

Previously filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2015 (File No.

1-36756) filed on November 5, 2015 and incorporated herein by reference.

4(b)(10) Supplemental Indenture to the Indenture dated as of October 30, 2012, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of December 14, 2017, relating to Lamar Media’s 5% Senior Subordinated Notes due 2023.

Previously filed as Exhibit 4(c)(10) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No.

1-36756) filed on February 27, 2018 and incorporated herein by reference.

4(b)(11) Supplemental Indenture to the Indenture dated as of October 30, 2012, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of December 14, 2017, relating to Lamar Media’s 5% Senior Subordinated Notes due 2023.

Previously filed as Exhibit 4(c)(11) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No.

1-36756) filed on February 27, 2018 and incorporated herein by reference.

4(b)(12) Supplemental Indenture to the Indenture dated as of October 30, 2012, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of January 22, 2019, relating to Lamar Media’s 5% Senior Subordinated Notes due 2023.

Previously filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No.

1-36756) filed on May 2, 2019, and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(b)(13) Supplemental Indenture to the Indenture dated as of October 30, 2012, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of January 22, 2019, relating to Lamar Media’s 5% Senior Subordinated Notes due 2023.

Previously filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No.

1-36756) filed on May 2, 2019, and incorporated herein by reference.

4(b)(14) Supplemental Indenture to the Indenture dated as of October 30, 2012, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of August 15, 2019, relating to Lamar Media’s 5% Senior Subordinated Notes due 2023.

Previously filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2019 (File No.

1-36756) filed on November 5, 2019, and incorporated herein by reference.

4(c)(1) Indenture, dated as of January 10, 2014, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 5 3/8% Senior Notes due 2024.

Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

0-30242) filed on January 15, 2014 and incorporated herein by reference.

4(c)(2) Form of 5 3/8% Senior Notes due 2024.

Previously filed with the Indenture dated January 10, 2014, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

0-30242) filed on January 15, 2014 and incorporated herein by reference.

4(c)(3) Form of 5 3/8% Senior Exchange Notes due 2024.

Previously filed with the Indenture dated January 10, 2014, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

0-30242) filed on January 15, 2014 and incorporated herein by reference.

4(c)(4) Supplemental Indenture to the Indenture dated as of January 10, 2014, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of July 28, 2015, relating to Lamar Media’s 5 3/8% Senior Notes due 2024.

Previously filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2015 (File No.

1-36756) filed on November 5, 2015 and incorporated herein by reference.

4(c)(5) Supplemental Indenture to the Indenture dated as of January 10, 2014, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of December 14, 2017, relating to Lamar Media’s 5 3/8% Senior Notes due 2024.

Previously filed as Exhibit 4(d)(5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No.

1-36756) filed on February 27, 2018 and incorporated herein by reference.

4(c)(6) Supplemental Indenture to the Indenture dated as of January 10, 2014, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of December 14, 2017, relating to Lamar Media’s 5 3/8% Senior Notes due 2024.

Previously filed as Exhibit 4(d)(6) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No.

1-36756) filed on February 27, 2018 and incorporated herein by reference.

4(c)(7) Supplemental Indenture to the Indenture dated as of January 10, 2014, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of January 22, 2019, relating to Lamar Media’s 5 3/8% Senior Notes due 2024.

Previously filed as Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No.

1-36756) filed on May 2, 2019, and incorporated herein by reference.

4(c)(8) Supplemental Indenture to the Indenture dated as of January 10, 2014, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of January 22, 2019, relating to Lamar Media’s 5 3/8% Senior Notes due 2024.

Previously filed as Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No.

1-36756) filed on May 2, 2019, and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(c)(9) Supplemental Indenture to the Indenture dated as of January 10, 2014, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of August 15, 2019, relating to Lamar Media’s 5 3/8% Senior Notes due 2024.

Previously filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2019 (File No.

1-36756) filed on November 5, 2019, and incorporated herein by reference.

4(d)(1) Indenture, dated as of January 28, 2016, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 5 3/4% Senior Notes due 2026.

Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on February 1, 2016 and incorporated herein by reference.

4(d)(2) Form of 5 3/4% Senior Notes due 2026.

Previously filed with the Indenture dated January 28, 2016, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on February 1, 2016 and incorporated herein by reference.

4(d)(3) Form of 5 3/4% Senior Exchange Notes due 2026.

Previously filed with the Indenture dated January 28, 2016, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on February 1, 2016 and incorporated herein by reference.

4(d)(4) Supplemental Indenture to the Indenture dated as of January 28, 2016, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of December 14, 2017, relating to Lamar Media’s 5 3/4% Senior Notes due 2026.

Previously filed as Exhibit 4(e)(4) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No.

1-36756) filed on February 27, 2018 and incorporated herein by reference.

4(d)(5) Supplemental Indenture to the Indenture dated as of January 28, 2016, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of December 14, 2017, relating to Lamar Media’s 5 3/4% Senior Notes due 2026.

Previously filed as Exhibit 4(e)(5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No.

1-36756) filed on February 27, 2018 and incorporated herein by reference.

4(d)(6) Supplemental Indenture to the Indenture dated as of January 28, 2016, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of January 22, 2019, relating to Lamar Media’s 5 3/4% Senior Notes due 2026.

Previously filed as Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No.

1-36756) filed on May 2, 2019, and incorporated herein by reference.

4(d)(7) Supplemental Indenture to the Indenture dated as of January 28, 2016, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of January 22, 2019, relating to Lamar Media’s 5 3/4% Senior Notes due 2026.

Previously filed as Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No.

1-36756) filed on May 2, 2019, and incorporated herein by reference.

4(d)(8) Supplemental Indenture, dated as of February 1, 2019, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 5 3/4% Senior Notes due 2026.

Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No.

1-36756) filed on February 6, 2019 and incorporated herein by reference.

4(d)(9) Supplemental Indenture to the Indenture dated as of January 28, 2016, among Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of August 15, 2019, relating to Lamar Media’s 5 3/4% Senior Notes due 2026.

Previously filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2019 (File No.

1-36756) filed on November 5, 2019, and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(e)(1) Indenture, dated as of February 6, 2020, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 3 3/4% Senior Notes due 2028.

4(b)(1) Indenture, dated as of February 6, 2020, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 3 3/4% Senior Notes due 2028.

Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No.

1-36756) filed on February 12, 2020 and incorporated herein by reference.

4(e)(2) Form of 3 3/4% Senior Notes due 2028.

4(b)(2) Form of 3 3/4% Senior Notes due 2028.

Previously filed with the Indenture dated February 6, 2020, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on February 12, 2020 and incorporated herein by reference.

4(e)(3) Form of 3 3/4% Senior Exchange Notes due 2028.

NUMBER DESCRIPTION METHOD OF FILING

4(b)(3) Form of 3 3/4% Senior Exchange Notes due 2028.

Previously filed with the Indenture dated February 6, 2020, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on February 12, 2020 and incorporated herein by reference.

4(e)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S.

4(b)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028.

Previously filed as Exhibit 4.2 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

4(e)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S.

4(b)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028.

Previously filed as Exhibit 4.2 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(e)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S.

4(b)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028.

1 unchanged sentence

1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

4(e)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S.

4(b)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028.

1 unchanged sentence

1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

4(e)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S.

4(b)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028.

Previously filed as Exhibit 4(e)(8) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

1-36756) filed on February 20, 2025 and incorporated herein by reference

4(b)(9) Supplemental Indenture to the Indenture dated as of November 7, 2025, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028.

Filed herewith.

4(f)(1) Indenture, dated as of February 6, 2020, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 4% Senior Notes due 2030.

4(c)(1) Indenture, dated as of February 6, 2020, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 4% Senior Notes due 2030.

Previously filed as Exhibit 4.2 to Lamar Advertising’s Current Report on Form 8-K (File No.

1-36756) filed on February 12, 2020 and incorporated herein by reference.

4(f)(2) Form of 4% Senior Notes due 2030.

4(c)(2) Form of 4% Senior Notes due 2030.

Previously filed with the Indenture dated February 6, 2020, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on February 12, 2020 and incorporated herein by reference.

4(f)(3) Form of 4% Senior Exchange Notes due 2030.

NUMBER DESCRIPTION METHOD OF FILING

4(c)(3) Form of 4% Senior Exchange Notes due 2030.

Previously filed with the Indenture dated February 6, 2020, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on February 12, 2020 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(f)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S.

4(c)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030.

Previously filed as Exhibit 4.3 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

4(f)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S.

4(c)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030.

Previously filed as Exhibit 4.3 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(f)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S.

4(c)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030.

1 unchanged sentence

1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

4(f)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S.

4(c)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030.

1 unchanged sentence

1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

4(f)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S.

4(c)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030.

Previously filed as Exhibit 4(f)(8) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

1-36756) filed on February 20, 2025 and incorporated herein by reference.

4(c)(9) Supplemental Indenture to the Indenture dated as of November 7, 2025, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030.

Filed herewith.

4(g)(1) Indenture, dated as of May 13, 2020, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 4 7/8% Senior Notes due 2029.

4(d)(1) Indenture, dated as of May 13, 2020, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 4 7/8% Senior Notes due 2029.

Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No.

1-36756) filed on May 19, 2020 and incorporated herein by reference.

4(g)(2) Form of 4 7/8% Senior Notes due 2029.

4(d)(2) Form of 4 7/8% Senior Notes due 2029.

Previously filed with the Indenture dated May 13, 2020, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on May 19, 2020 and incorporated herein by reference.

4(g)(3) Form of 4 7/8% Senior Exchange Notes due 2029.

NUMBER DESCRIPTION METHOD OF FILING

4(d)(3) Form of 4 7/8% Senior Exchange Notes due 2029.

Previously filed with the Indenture dated May 13, 2020, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on May 19, 2020 and incorporated herein by reference.

4(g)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S.

4(d)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029.

Previously filed as Exhibit 4.4 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

4(g)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S.

4(d)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029.

Previously filed as Exhibit 4.4 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(g)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S.

4(d)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029.

1 unchanged sentence

1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

4(g)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S.

4(d)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029.

1 unchanged sentence

1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

4(g)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S.

4(d)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029.

Previously filed as Exhibit 4(g)(8) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

1-36756) filed on February 20, 2025 and incorporated herein by reference.

4(d)(9) Supplemental Indenture to the Indenture dated as of November 7, 2025, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029.

Filed herewith.

4(h)(1) Indenture, dated as of January 22, 2021, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 3.625% Senior Notes due 2031.

4(e)(1) Indenture, dated as of January 22, 2021, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 3.625% Senior Notes due 2031.

Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No.

1-36756) filed on January 28, 2021 and incorporated herein by reference.

4(h)(2) Form of 3.625% Senior Notes due 2031.

4(e)(2) Form of 3.625% Senior Notes due 2031.

Previously filed with the Indenture dated January 22, 2021, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on January 28, 2021 and incorporated herein by reference.

4(h)(3) Form of 3.625% Senior Exchange Notes due 2031.

NUMBER DESCRIPTION METHOD OF FILING

4(e)(3) Form of 3.625% Senior Exchange Notes due 2031.

Previously filed with the Indenture dated January 22, 2021, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on January 28, 2021 and incorporated herein by reference.

4(h)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S.

4(e)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625% Senior Notes due 2031.

Previously filed as Exhibit 4.1 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

4(h)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S.

4(e)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S.

Bank National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625% Senior Notes due 2031.

Previously filed as Exhibit 4.1 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(h)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S.

4(e)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625% Senior Notes due 2031.

1 unchanged sentence

1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

4(h)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S.

4(e)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625% Senior Notes due 2031.

Filed herewith.

Previously filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q (File No.

1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(h)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S.

4(e)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625% Senior Notes due 2031.

Previously filed as Exhibit 4(h)(8) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

1-36756) filed on February 20, 2025 and incorporated herein by reference.

4(e)(9) Supplemental Indenture to the Indenture dated as of November 7, 2025, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625% Senior Notes due 2031.

Filed herewith.

4(i) Agreement of Resignation, Appointment and Acceptance, dated as of June 14, 2021, by and among Lamar Media, as issuer, U.S.

4(f)(1) Indenture, dated as of September 25, 2025, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, relating to Lamar Media’s 5.375% Senior Notes due 2033.

Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on October 1, 2025 and incorporated herein by reference.

4(f)(2) Form of 5.375% Senior Notes due 2033.

Previously filed with the Indenture dated September 25, 2025, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on October 1, 2025 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(f)(3) Supplemental Indenture to the Indenture dated as of November 7, 2025, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of September 25, 2025, relating to Lamar Media’s 5.375% Senior Notes due 2033.

Filed herewith.

4(g) Agreement of Resignation, Appointment and Acceptance, dated as of June 14, 2021, by and among Lamar Media, as issuer, U.S.

Bank National Association, as successor trustee, and The Bank of New York Mellon Trust Company, N.A., as resigning trustee.

19 unchanged sentences

1-36756) filed on June 5, 2019 and incorporated herein by reference.

10(c)(1)* Lamar Deferred Compensation Plan (as amended).

Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

0-30242) filed on August 27, 2007 and incorporated herein by reference.

10(c)(1)* Lamar Deferred Compensation Plan (as amended and restated effective January 1, 2025).

Filed herewith.

10(c)(2)* Form of Trust Agreement for the Lamar Deferred Compensation Plan.

1 unchanged sentence

0-30242) filed on December 14, 2005 and incorporated herein by reference.

10(c)(3)* Amendment to the Lamar Deferred Compensation Plan dated December 13, 2013.

Previously filed as Exhibit 10(d)(3) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No.

0-30242) filed on February 27, 2014 and incorporated herein by reference.

10(c)(1)* Summary of Management Compensatory Arrangements, dated March 28, 2016.

10(d)(1)* Summary of Management Compensatory Arrangements, dated March 28, 2016.

Previously filed on the Company’s Current Report on Form 8-K (File No.

31 unchanged sentences

1-36756) filed on August 6, 2020 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(e)(10) Third Amendment to the Receivables Financing Agreement, dated as of June 30, 2020, among Lamar Media, as Initial Servicer, Lamar TRS Receivables, LLC and Lamar QRS Receivables, LLC as borrowers, and PNC Bank, National Association, as Administrative Agent and a Lender.

1 unchanged sentence

1-36756) filed on July 6, 2020 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(e)(11) Fourth Amendment to the Receivables Financing Agreement, dated as of October 23, 2020, among Lamar Media, as Initial Servicer, Lamar TRS Receivables, LLC and Lamar QRS Receivables, LLC as borrowers, and PNC Bank, National Association, as Administrative Agent and a Lender.

12 unchanged sentences

1-36756) filed on October 21, 2024 and incorporated herein by reference.

10(e)(15) Joinder Agreement, dated as of July 1, 2024, to the Fourth Amended and Restated Credit Agreement dated as of dated as of February 6, 2020 (as amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and North Carolina Logos, LLC.

10(e)(15) Joinder Agreement, dated as of July 1, 2024, to the Fourth Amended and Restated Credit Agreement dated as of February 6, 2020 (as amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and North Carolina Logos, LLC.

Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

7 unchanged sentences

0-30242) filed on February 25, 2011 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(3) Amendment No.

2 unchanged sentences

0-30242) filed on February 25, 2011 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(4) Restatement Agreement, dated as of February 9, 2012, to the Credit Agreement dated as of April 28, 2010 by and among Lamar Media, Lamar Advertising of Puerto Rico, Inc., the Subsidiary Guarantors named therein, each additional Subsidiary Borrower that may be designated as such thereunder, the Lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent (including the Amended and Restated Credit Agreement).

21 unchanged sentences

1-36756) filed on March 8, 2016 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(10) Third Restatement Agreement, dated as of May 15, 2017, by and among Lamar Media, the Company, the Subsidiary Guarantors named therein, the Lenders named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent (including the Third Amended and Restated Credit Agreement as Exhibit A thereto).

6 unchanged sentences

1-36756) filed on March 21, 2018 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(12) Amendment No.

16 unchanged sentences

0-30242) filed on February 27, 2012 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(17) Joinder Agreement, dated as of November 14, 2012, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by NextMedia Outdoor, Inc.

10 unchanged sentences

0-30242) filed on February 27, 2014 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(21) Joinder Agreement, dated as of December 5, 2013, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Lamar Service Company, LLC.

7 unchanged sentences

0-30242) filed on February 27, 2014 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(24) Joinder Agreement, dated as of July 28, 2015, to the Second Amended and Restated Credit Agreement dated as of February 3, 2014, as amended, among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Lamar Alliance Airport Advertising Company.

10 unchanged sentences

1-36756) filed on May 2, 2019, and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(28) Joinder Agreement, dated as of August 15, 2019, to the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended, among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Ashby Street Outdoor Holdings LLC, Ashby Street Outdoor CC, LLC and Ashby Street Outdoor LLC.

4 unchanged sentences

1-36756) filed on February 12, 2020 and incorporated herein by reference.

10(f)(30) Joinder Agreement, dated as of March 17, 2022, to the Fourth Amended and Restated Credit Agreement dated as of dated as of February 6, 2020 (as amended by that certain Amendment No.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(30) Joinder Agreement, dated as of March 17, 2022, to the Fourth Amended and Restated Credit Agreement dated as of February 6, 2020 (as amended by that certain Amendment No.

1, dated as of July 2, 2021, and as further amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Sky High Murals-Colossal Media, Inc.

Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

10(f)(31) Joinder Agreement, dated as of June 7, 2022, to the Fourth Amended and Restated Credit Agreement dated as of dated as of February 6, 2020 (as amended by that certain Amendment No.

10(f)(31) Joinder Agreement, dated as of June 7, 2022, to the Fourth Amended and Restated Credit Agreement dated as of February 6, 2020 (as amended by that certain Amendment No.

12 unchanged sentences

1-36756) filed on August 2, 2023 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(35) Joinder Agreement, dated as of May 14, 2024, to the Fourth Amended and Restated Credit Agreement dated as of dated as of February 6, 2020 (as amended by that certain Amendment No.

10(f)(35) Joinder Agreement, dated as of May 14, 2024, to the Fourth Amended and Restated Credit Agreement dated as of February 6, 2020 (as amended by that certain Amendment No.

1 unchanged sentence

1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

10(f)(36) Joinder Agreement, dated as of December 6, 2024, to the Fourth Amended and Restated Credit Agreement dated as of dated as of February 6, 2020 (as amended by that certain Amendment No.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(36) Joinder Agreement, dated as of December 6, 2024, to the Fourth Amended and Restated Credit Agreement dated as of February 6, 2020 (as amended by that certain Amendment No.

1, dated as of July 2, 2021, and as further amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and OBCM, LLC.

Previously filed as Exhibit 10(f)(36) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

1-36756) filed on February 20, 2025 and incorporated herein by reference.

10(f)(37) Amendment No.

5, dated as of September 23, 2025 to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto.

Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-36756) filed on September 24, 2025 and incorporated herein by reference.

10(f)(38) Joinder Agreement, dated as of December 6, 2024, to the Fourth Amended and Restated Credit Agreement dated as of February 6, 2020 (as amended by that certain Amendment No.

Filed herewith.

10(g)(1) Amended and Restated Limited Partnership Agreement Lamar Advertising Limited Partnership, dated July 1, 2022.

10(g)(1) Amended and Restated Limited Partnership Agreement of Lamar Advertising Limited Partnership, dated July 1, 2022.

Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

16 unchanged sentences

19 Lamar Advertising Policy on Securities Trading and Inside Information.

Filed herewith.

Previously filed as Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

1-36756) filed on February 20, 2025 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

21(a) Subsidiaries of the Company.

8 unchanged sentences

Filed herewith.

NUMBER DESCRIPTION METHOD OF FILING

32(a) Certification pursuant to 18 U.S.C.

14 unchanged sentences

Signature Title Date

Reilly President and Chief Executive Officer (Principal Executive Officer) 2/20/25

Johnson Chief Financial Officer (Principal Financial and Accounting Officer) 2/20/25

Executive Chairman and Director 2/20/25

Reilly President and Chief Executive Officer (Principal Executive Officer) February 20, 2026

Johnson Chief Financial Officer (Principal Financial and Accounting Officer) February 20, 2026

Executive Chairman and Director February 20, 2026

/s/ Wendell S.

Reilly Director 2/20/25

Reilly Director February 20, 2026

/s/ Stephen P.

Mumblow Director 2/20/25

Mumblow Director February 20, 2026

/s/ Mitchell Landrieu Director February 20, 2026

Mitchell Landrieu

/s/ Marshall A.

Loeb Director 2/20/25

/s/ Thomas Reifenheiser Director 2/20/25

Loeb Director February 20, 2026

/s/ Thomas Reifenheiser Director February 20, 2026

Thomas Reifenheiser

/s/ Anna Reilly Director 2/20/25

Koerner, III Director 2/20/25

/s/ Elizabeth Thompson Director 2/20/25

/s/ Anna Reilly Director February 20, 2026

Koerner, III Director February 20, 2026

/s/ Elizabeth Thompson Director February 20, 2026

Elizabeth Thompson

/s/ Nancy Fletcher Director 2/20/25

/s/ Nancy Fletcher Director February 20, 2026

Nancy Fletcher

5 unchanged sentences

Signature Title Date

Executive Chairman and Director 2/20/25

Reilly President and Chief Executive Officer (Principal Executive Officer) 2/20/25

Executive Chairman and Director February 20, 2026

Reilly President and Chief Executive Officer (Principal Executive Officer) February 20, 2026

Johnson Chief Financial and Accounting Officer and Director

(Principal Financial and Accounting Officer) 2/20/25

(Principal Financial and Accounting Officer) February 20, 2026

/s/ Lee Kantrow, Jr.

Executive Vice President of Mergers and Acquisitions and Director 2/20/25

Executive Vice President of Business Development February 20, 2026

Lee Kantrow, Jr.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures